Spider-Man VS Superman
by KToTheWow
Summary: Under unusual circumstances, Spider-Man and Superman meet and form a friendship and must work together to stop a plot that seems to threaten their world.
1. Prologue

Spider-Man VS Superman

By: The KFM

Prologue

Spider-Man

My spider sense blared again, and with the speed of this guy, it was pointless. The only thing keeping me alive is my advanced healing factor, but I don't think my left arm will be useful anytime soon.

"How dare you terrorize this city!" He growled as he stood back from flying into me, leaving me lying on the ground.

He has got to be delusional. That's the only explanation. Why else would he try to kick my red and blue butt to the stars?

"Kal! Listen to me! I think you're under some kind of-"

"SHUT UP!" He took a position as if he was ready to run, and my spider sense blared again and I was fortunate enough to dodge Superman's heat vision.

My left arm was still broken, and when I rolled left onto the street, pain seared from there as well as the rest of my body. "Kal! Plea-!"

My spider sense blared yet again, but Supes ran up and was holding me by the neck before I can register the tingle.

"You've been a menace for far too long. Nobody does that and gets away alive."

_This is why I work alone._


	2. Chapter 1

1

Spider-Man

**Two weeks earlier**

"Crap."

"But JJ-"

"Listen Parker, if I say something's crap, it's crap."

"Yes, sir."

I slouched back into the chair across from Jolly Jonah Jameson's desk as he flipped through my latest pictures. I'm not saying I don't agree with him, there are some terrible ones, but the one he tossed aside was my favorite: me in my webbed red-and-blue suit giving some bank robber a solid punch in the cheek. The timing and position couldn't be better.

Jameson looked at the next photo in the stack of 3x5s I brought in. "What the hell is this crap?"

I leaned over to see what he was referring to only to find another picture of my alter-ego swinging on a webline. I looked over at Jameson for a response.

He looked back up at me. "You know what, Parker?" He said, "You really need some originality. I mean, come on, you take pictures of that menace doing the same crap in the same position. Don't you talk to him? Can't you two plan a scenario?"

"Like what, Mr. Ja-"

"Like actual proof that he's a menace."

"But Mr. Ja-"

"No 'buts', Parker. If you can't get me a photo that shows that wall-crawler's true colors, I'll fire you!"

"I don't work here," I mumbled, "I'm a freelance photographer."

"Then I'll never buy your photos again! Starting now!"

* * *

_Me and my big mouth._

Thanks to that little, itty, bitty sentence, I end up losing my week's pay and Jameson dumped all my photos I gave him into his trash bin. Film was hard to find and the prices were rising because of people switching over to the digital cameras that I still can't afford. Web fluid material is expensive, and I've been cutting back on some corners in the last few batches.

No photos, no money. No money, no photos. What a cruel world.

I walked out of the Bugle, empty-handed, and went to an alley to change into my costume. I stopped when I got near the alley.

_Maybe I'll just walk home, with my head down in shame. I might be able to find some money on the ground._

It'd give me more time to think, too. Think about how I was going to explain to Aunt May how I won't be able to help her with the mortgage for a second month in a row.


	3. Chapter 2

2

Superman

"Hey, Smallville, catch!"

I caught the paper bag filled with the fast-food goodies that Lois tossed me, being sure to act klutzy and accidently drop the bag. French fries and wrapped burgers spilled out onto the office floor. "Oh, uh, oops."

"Sheesh, Clark, did you ever play 'catch' as a kid?" Asked Lois as she walked over to help me pick up the mess.

My glasses were starting to hang loose as I was facing down and I pushed them back into position. "I've actually never really been into sports."

She looked up, surprised. "A man with no interest in sports? Are you sure you're a male?"

"Last time I checked." I said with a smile.

After gathering the surviving food and tossing out the no longer edible ones, Lois and I sat at an empty table on the floor we were on, waiting for Jimmy. Lois pulled out her laptop and started to type something. Maybe another story.

"Hey, Clark, did you hear about the Daily Planet's sister company in New York?"

"We have a sister company?" The question was genuine, but to be honest, I wasn't surprised. We were so popular and well-known, not even the digital age could affect our sales.

Lois turned the laptop around so I could see the screen. "Yeah, the Daily Bugle. It looks like they're not doing too well. No good pictures of Spider-Man to print equals lower sales."

I scanned through the article from the Daily Bugle themselves. It seems that the chief of the paper was no longer taking photos of Spider-Man from their previous source and is looking for another. Someone who, and I quote, "doesn't take all the crappy photos like the ones we printed in the past." The article did sound pretty desperate.

"Lois," I said, "Can I see the photos of Spider-Man they printed before?"

She turned the laptop back around. "Yeah, sure. They've got an entire gallery on their website." And within a few clicks, she turned it around.

I have never seen Spider-Man in person, but I felt like the photos they had did him justice. The angling was superb and I was amazed at how high the photo was. It couldn't have been from a flagpole, could it? I scrolled through the gallery a bit, wondering if Jimmy has seen these and uses them as an inspiration.

_Inspiration_.

"Oh, um, Lois, I just remembered." I got up and grabbed the rest of my burger. "I have some dry cleaning to pick up. I've been pretty lazy about getting them on time so I think I should go and get them now."

"Oh, Clark, it's a surprise you even remember to wear clothes at all."

I let out a little chuckle. "I surprise myself sometimes, too."


	4. Chapter 3

3

Spider-Man

It was only when I got home did I realized how much I saved on web fluid and how relaxing it actually was. Of course, this being the Big Apple, I don't think I could've managed it without my spider sense. But, even then, it was still a stress reliever. A dollar bill on the ground would've been nice, though.

I unlocked the door and walked in, reciting the speech I planned to give Aunt May. _Hey, so, I kind of got fired from a job I didn't have. I know I'm 17 and I don't have to work real hard yet at getting a job because of high school and stuff, but, you know, you always tell me to do my best and do what's best. So, I try to get a job to help out with the bills 'cause, you know, I live here too and it's only right to help out and stuff. So, yeah, now that I'm kind of fired from a job I didn't even have in the first place, I don't think I can pay you this week. Again._

Kind of drawn out, but still gets to the point. Although, I'm glad I didn't have to give it. It turns out she was out with some friends and had ordered pizza earlier and put it in the fridge. Best. Aunt. Ever.

I felt guilty eating the pizza, though. It probably costed Aunt May more money than we had and there I was eating it up. I decided to only eat half of what I normally did. We have to make some sacrifices to make ends meet. Besides, this owner of a burger joint gives me free burgers and cola to repay for saving his life. Just one of the perks of being a superhero.

Putting the rest of the pizza back in the fridge, I went to my room. I sat down at my desk, pulled open the drawer that contained my web equipment, pulled those out, and went to work. Like I said, web fluid is expensive, especially when you have a defective batch. People call me a genius, but if I truly was one, I'd have find a cheaper solution by now.

I was deep into my work, measuring the compounds as precise as possible but skimping a bit on the preservative because of the cost it is to buy more. I didn't have to focus on the sound of a car pulling up or Aunt May walking in because my spider sense does all the detection work for me.

* * *

I don't know how long I sat there working on web fluid, but it couldn't have been that long. I was working on the third cartridge when I sensed someone outside. I looked at the clock which said it was eight. I honestly don't know why I bothered because I didn't even look at it when I started.

I put away my web equipment and followed my senses as I tried to casually walk around the house. When I reached downstairs, someone knocked on the front door. I thought it was weird. Aunt May has a key and usually unlocks the door herself and walks in. But a knock?

_Knock, knock_ it went again. It was a polite knock for sure, but who could it be? My first thought was that it was a burglar trying to get in and the thought scared me. Ever since uncle Ben's death, I swear I developed a fear for burglars. Fear and hatred.

But that's Peter Parker, Peter Parker with another face: Spider-Man. Spider-Man can take down a burglar two seconds flat _and_ crack a joke about them without a sign of fear.

I was ready for whoever was on the other side. I'm Spider-Man. The Amazing Spider-Man.

I opened the door and the man on the other side was not who I expected it to be. "Hello," he said, "I'm looking for Peter Parker?"

My mouth was hanging open.

"Hello?" He asked.

I just stared in awe, but I was finally able to say his name. "Superman?"


	5. Chapter 4

4

Superman

In five seconds flat, I flew from Metropolis to New York City. It only took two seconds after arriving to find the Daily Bugle. It was quite easy to find the chief's office; top floor, biggest room. I went up to the window and knocked on the glass from the outside. He was yelling at someone over the phone about finding some decent pictures of Spider-Man, even recycling some old ones.

I knocked again because he didn't seem to hear me the first time. He turned around, then placed his phone back on the cradle. He seemed happy, relieved. I did be lying if I said I wasn't a bit disturbed by it.

"Superman!" he said, "Am I glad to see you!" He walked towards the window and opened it.

"Is there something you want, Mr. Jameson?" I asked.

"Yes, actually, and you're the man for the job! Do you know how to work a camera?"

"Yes."

"Outstanding! You could be our new photographer for Spider-Man photos!"

I didn't really expect Jameson to offer me a job right away, but I guess it's one of the perks of being Superman. "Mr. Jameson, as much as I appreciate the offer, I have to decline. I'm just not visually artistic."

I could feel the tension in his body and could hear the increased intensity in his voice. "Then why the hell are you here? If you can't help with that masked menace, who do I have to call to do it? Batman? He doesn't exactly have a number I can call."

"Mr. Jameson, I'm only here to ask you who took the previous pictures of Spider-Man you've been printing since his debut last year. You are aware of who he is, right?"

His frustration turned into a scowl. "Maybe I do and maybe I don't. I'm the chief editor, at the top of the business. I don't always have time to stoop down to freelancers." He was either lying or telling the truth, and I doubted it was the latter. His heartbeat barely rose at all, which led me to believe that he was the type who lied often.

"Are you sure? His name is Peter Parker."

"Never heard of the kid before in my life."

_Got him_. "I only said his name. I never said he was a kid."

Jameson looked flustered and his heart rate rose. "Fine, you got me. MISS BRANT!"

A young woman came into the office. "Yes, Mr. Jameson?" She looked out the window and gasped when she saw me. "Superman!"

I waved politely as Jameson let out a deep sigh. "Ms. Brant, can you give Superman here the address for Parker?"

"Yes, Mr. Jameson." She left the office, leaving Jameson and I together for an awkward silence. She then came back with a slip of paper a few minutes later. "Here you go. It's in Queens, by the way." She said as she handed me the address.

"Thank you, Ms. Brant."

"Betty."

"Sorry?"

She blushed. "You can call me Betty."

I smiled. "Well, thank you, Betty. And thanks to you as well, Mr. Jameson. I apologize for intruding on you like this."

"Of course, that's what you say." He grumbled.

I turned to leave for the address, then turned back real quick. "You know, Jameson, this Parker kid has an eye for photos. You may want to at least try some constructive criticism." I left before he could respond.


	6. Chapter 5

5

Spider-Man

"So… are you Peter Parker?"

Silence.

"Hello?"

More silence.

"Can I come in?"

_Oh my gosh, it's Superman. Don't freak out, be cool._ "Um, uh, yeah. Y-yeah, come in." I moved out of the way and he walked inside. "Um, can I get your cape?"

He laughed. "Sorry, Peter, but I prefer to keep it on."

"O-okay." Insert an awkward silence here. "So, um, what brings you to New York, or Queens, or, you know, here?"

He walked over to the sofa. "Mind if I take a seat?"

"Go ahead."

Superman sat down. "Thank you. As for what brings me here, I came to talk about the photos you took of Spider-Man?"

_What?_ "Um, okay. Did I do something to offend you? I mean, I wasn't trying to, I was just taking pictures for the Daily Bugle to earn some cash and I happen to catch Spider-Man every now and then when I have my camera on me."

He chuckled a bit. "No, no, I'm not offended. Hey, take a seat."

He gestured to the chair across from the sofa and I realized that I've been standing on jelly legs the whole time. I took the seat, heart throbbing from the anxiety of having a real-life superhero in my living room. Well, I guess I'm a superhero too, but nowhere near as super or heroic as Superman.

"As for the photos, I read a post from the Daily Bugle bad-mouthing them. I just wanted to come by to tell you that you're doing an amazing job."

I sat in disbelief. Well, I was in disbelief for pretty much the whole time. "What, uh, what do you mean?"

"I looked through the gallery on the Daily Bugle's website and like what I saw. Getting pictures of Spider-Man at those angles doesn't seem to be an easy task."

Two things went through my mind. One, Superman loves my photos. Two, the Daily Bugles has a website and puts all my photos on there without my consent or giving me loyalties. Seriously though, I barely get $20 a photo. "Well, I just get lucky." I said. "You know, this being New York, it's easy to climb up fire escapes when you've figured it out."

The front door opened. Superman and I both looked in the direction to find Aunt May standing in the doorway. "Oh my..." She started. She looked just as shocked as I felt when I opened the door to find Superman on the other side (plus holding a paper bag of groceries). I stood up.

"Hi, Aunt May. Um, so, uh, Superman came over to visit. Superman, this is my Aunt May."

Superman stood up. "I was actually finishing up too." He turned to me. "I apologize for coming without notice, but I really wanted to tell you that your photos are fantastic and that you shouldn't give up, no matter how many people put you down for it. I believe Spider-Man to be a hero too, I think he has good intentions." He turned back to Aunt May. "I once again apologize for my intrusion."

Aunt May set the groceries down on a table. "No, it's okay. It's just that we don't get many visitors often, so it's a bit of a shocker to find America's favorite hero in your living room."

He flashed a smile. "Well, it was nice meeting you two, but I better be off."

"Wait!" I said before he could walk out. "Thank you. Also, if you could do me a favor…" _Well, can't hurt to ask._ "I think Spider-Man has been a little down. He can't seem to catch a break from people calling him a menace and I don't think it's good for him to go through that for over a year. What I'm trying to say is that, if you could, can you just give him some advice or encouragement if you happen to see him?"

He looked at me with a pondering face while I had butterflies in my stomach. Then he flashed one more smile. "I'll do my best, but there is certainly a guarantee that I will try to talk to him." Then he walked out the door and flew off into the night.

Aunt May stood together looking out the door for a while until she said "He really seems to be a good man."

"Yeah, I wish I could be as good as him."

She looked at me with one of her stern faces. "Peter Parker, if you're anything at all, it's good. Anyone who thinks otherwise can talk to me." Then she left to put the groceries away in the kitchen, leaving me to look out the door and smile until I joined her.


	7. Chapter 6

6

Superman

As far as I was concerned, Peter Parker was a good kid. As I flew through New York City, taking in its beauty in the night, I thought of how he might be able to go far in life. It's a big world we live in, but everyone can be someone.

Flying through New York City feels a bit different from Metropolis. Probably because I wasn't quite used to the area. Sure, I've been here every now and then for the press, some assignments for the press of my own, and help stop a few escapades here and there, but to actually visit and see the sights? I felt like an outsider, but I also felt free.

That is, until I heard the police sirens.

Next to the Empire State Building, I looked down towards the source. Quite a few blocks away, a truck was plowing through the streets at high speed with cops following it. It's sad to see crime in places that seem so magnificent.

I flew down to street level and flashed past the police before they realized much. The semi truck was driving in the center of the road, knocking cars to the side. Thank God there weren't much on the street that night.

I landed on the trailer and peered inside with my X-ray vision. Two men with rifles standing by the door, both dressed in black. I looked at the driver's seat and saw no one. I went to the roof of the truck and pulled it open, jumped into the driver's seat, and slammed the brakes.

Nothing.

I slammed the brakes again but they didn't respond. I looked back at the road and saw a few cars up ahead in the line of destruction.

Thinking on my feet, I flew out of the truck and quickly put the cars on the side of the road. The first driver wasn't too happy, but he shut up when the truck drove past. The other drivers' responses were more or less the same thing.

I flew back to the center of the road a couple hundred feet from the truck. I landed, spread my arms, and braced myself. The impact of the truck wouldn't hurt me, but it may hurt the people inside.

It crashed into me at full speed, the hood getting smashed in with my body, crushing the engine. Inertia took over and the trailer went up and partially collapsed on itself. Thankfully it was no longer a threat to everyone else.

I opened the trailer to apprehend the thugs. Both seemed to have fallen over in the crash and fell unconscious. The police team pulled up behind me a few yards away.

"Whoa, it's Superman!" Said one of the drivers when he got out.

I turned toward them and smiled. "Evening officers. I was in the area and it seemed like you needed some help."

"Yeah, thanks." He went up to the trailer and saw the two men. "Are they still alive?"

"They seem to be. I don't think they could have suffered too many casualties."

"Well, we really appreciate for your help. God knows how many more people could've gotten hurt." He ordered the other officers to cuff the men and bring them to the station.

"Any idea what they were doing?" I asked the officer. "I noticed there wasn't a driver."

"Hell if I know. I was on patrol when they sped by going seventy. I don't know what they needed the rifles for."

I thought about it. There was no way a bank robbery would make sense with this set up unless they were completely ignorant, which wasn't a possibility since they were able to have the truck drive by itself. Maybe the truck was remote controlled. The rifles? Maybe it was a back up plan in case they didn't make a big enough ruckus with a large speeding vehicle.

They were a decoy.


	8. Chapter 7

7

Spider-Man

I couldn't get that much sleep that night. Part of the problem was the anxiety stirring in me of having a conversation with Superman which included him praising my photos and Spider-Man. The other reason for my little sleep was the Ravencroft break out that night.

When I heard the explosion from a rather far distance away, I thought it was close by becuase of how loud it was. My spider sense didn't go off though, so I knew I was safe. I turned on my police radio and let it play as I changed into my costume.

"_An explosion has been reported at the Ravencroft Institute. Request all force available. Over?"_

"_This is Captain Stacy calling in for duty. I'm with my partner and we're on our way to the site. 10-4."_

_Oh crap._ I thought. _Now I really have to bust my butt. I can't let Gwen's dad get hurt._

I put on my mask, webshooters, and gloves and jumped out my bedroom window.

_Who's breaking out this time?_

* * *

Let's see: big explosion leaving a 12-foot hole in the wall, bricks lying about leading me to assume the wall was broken from the inside, giant footprints smashed into the ground. Yup, Aleksei Sytsevich, the Rhino.

As I clung near the top of Ravencroft, I could see some cop cars pulling in. I hoped the called for a S.W.A.T. team as well, because other inmates were running rampant. I did as much as I could to help before they arrived. I webbed up the hole in the wall and took down some normal-powered baddies here and there.

"Freeze, Spider-Man!"

And here was Captain Stacy trying to place me under arrest.

"Um, yeah, as much as I'd like to cool down on this stuffy Sunday night, I've got a rhino to catch!"

I shot my web on a nearby building and swung in the direction of Rhino's prints, or, you know, the flipped over cars are pretty noticeable too. Of course, the cops didn't fire. They know I'm not doing anything wrong, but I don't blame them for feeling uneasy about me. However, I'm pretty sure I'm the only guy for the job to take down Rhino.

Speaking of which, he was only right around the corner. He was looking at a bank, as if slowly thinking about how to either break it down, rob it, or both. Typical, but I love it when they're easy.

I let go of my web, free-fell for a bit, the shot a web upward when I came down to street level, legs propped up and heading straight for Rhino. "Incoming!"

If he heard me, he didn't seem to care. He just stood there as I swung-kicked him at full speed. He fell over and I bounced backwards. He stood up and stared at me.

Now, usually, this is where I'd make a quip about how moronic he looks dressing up as a Rhino or how his muscles are bigger than his brain, but nothing came to mind this time. In fact, he didn't even cry out in rage after me kicking him. He just stood there, staring at me, eyes cold.

We stood there for a few moments, not one of us moving. "So, um," I said, "Are we going to fight or something?" Oh, Aunt May, if you heard me say that you'd whip my butt for sure, seventeen or not.

He continued to look at me, then he gave me a puzzled expression. "Spider?"

"Um, yeah? Spider-Man? The guy you hate? You know me, right?"

His eyebrows furrowed and he began grinning sinisterly. "Spider-Man…"

"Yeah…"

He got into a charging position and my spider sense tingled. I had to think of something quick because he seemed to want to kill me for sure.

He yelled and charged at me. I jumped over him, shot a strand of webs on each of his eyes, and landed feet first on his back. "Alright, Rhino, time for the ol' rodeo maneuver. You remember that one, right?"

He stopped quickly, which took me by surprise. My spider sense tingled and before I knew it, Rhino flipped over backward trying to turn me into a spider pancake.

I jumped off just in time and landed a few yards away. "Hey, that's not what you're supposed to do! You're supposed to let me guide you into hitting something nearly indestructible!"

I wasn't sure if he was ignoring me again, but he got up fast for a big guy and picked up a streetlight. "Spider-Man…"

"Are you okay?"

He swung the streetlight with such speed and accuracy that he hit my left foot as I tried to jump out of the way. When I landed again, I could only stand on my right.

"Jeez, someone's been practicing. Yowch! I think my foot is broken!"

Spider sense again, but I couldn't jump this time. I tried my best with only my right leg but the streetlight hit me square in the stomach. It sent me flying across the street and into the window of a dry cleaners.

Left foot broken and now my abdomen. I wasn't sure how much of me I could still feel, but it wasn't much. I couldn't even muster the strength to pull off my mask as I coughed up blood.

Rhino seemed to have lost interest in the streetlight, because when I looked back outside, he was holding a pickup truck over his head, ready to throw it in my direction. "Spider-Man…"


End file.
